Terms

These Terms and Conditions (the "Terms") are a legal contract between you and MiniChat. These Terms explain how you are permitted to use the MiniChat mobile application and services, as well as the MiniChat website located at minichatapp.com and any content therein (collectively, the "Services"). Unless otherwise specified, all references to the "Services" include the services available through the MiniChat mobile application and the MiniChat website, as well as any software that MiniChat provides to you that allows you to access the Services from a mobile device. By using the Services, you are agreeing to all of the Terms; if you do not agree with any of these Terms, do not access or otherwise use the Services. You may download and/or print a copy of these Terms for you records at: minichatapp.com/terms.

MiniChat does not transmit any funds and is not a money-services business. To the extent such functionality is made available in the Services, it is provided by an unaffiliated third party, and like any other third-party service, subject to their terms of use.
In the event you use a service, feature, or functionality that is operated by a third party and made available through our Services (including Services we jointly offer with the third party), each party's terms will govern as to the respective party's relationship with you. In these instances, we will take steps to make the third party's terms available to you before you begin to use the service, feature, or functionality.

Important Note: These Terms contain a dispute resolution and arbitration provision, including class action waiver, which affects your rights under these Terms and with respect to any dispute you may have with MiniChat. You may opt out of the binding individual arbitration and class action waiver as provided below.

Changes:

MiniChat may make changes to the content and Services at any time. MiniChat can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on the Services or by notifying you via the App. By using the Services after MiniChat has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using Services.

General Use:

The Services may not be available in all locations, and we may block access to the Services from certain locations based on your device's geolocation information; we may add to or remove the areas in which the Services are not available at any time, without notice to you.
By using, you represent, acknowledge and agree that you are at least 13 years of age, or if you are under 13 years of age, that you have received your parent's or legal guardian's permission to use the Services and agree to these Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless MiniChat if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Services at any time or in any manner or submit any information to the MiniChat or the Services.

MiniChat provides content through the Services that is copyrighted and/or trademarked work of MiniChat or MiniChat's third-party licensors and suppliers or other users of the Services (collectively, the "Materials"). Materials may include logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, MiniChat hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Services solely for your personal use. Except for the foregoing license, you have no other rights in the Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Services or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

Mobile Applications:

The Services are made available via Mobile Applications. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. MiniChat does not warrant that the Mobile Application will be compatible with your mobile device. MiniChat hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that MiniChat may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and MiniChat and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that MiniChat provides to you designed for use on an Apple iOS-powered mobile device (an "iOS App"):

You acknowledge that these Terms are between you and MiniChat only, and not with Apple, Inc. ("Apple").

Your use of MiniChat's iOS App must comply with Apple's then-current App Store Terms of Service.

MiniChat, and not Apple, are solely responsible for our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

You agree that MiniChat, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App.

You agree that MiniChat, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.

You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

The parties agree that Apple and Apple's subsidiaries are third-party beneficiaries to these Terms as they relate to your license of MiniChat's iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

Registration:

If you desire to register for an account with MiniChat to use the Services, you must download the App on your mobile device. When you open the app, you must agree to provide MiniChat with a unique username that will serve as your identity on the app. If you do not, the Services will not function. You must also provide your date of birth so MiniChat can make sure that you are at least 13 years of age. You may optionally provide MiniChat access to your phone's address book, in order to find friends within the applications, as well as invite contacts outside the application. You are partially required to agree to let MiniChat gather your location information. If you do not agree, parts of the Services will not function-- specifically creating minichats and viewing nearby minichats, since your general location data is required to execute these actions. You are not required to submit your real name or contact information. We also collect your mobile number to verify your account, as well as generate or collect a unique identifier for your mobile device, which will serve as your user ID.

Electronic Communications:

By using the Services, you consent to receiving electronic communications from MiniChat. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with MiniChat. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy:

Please review MiniChat Privacy Policy (the "Privacy Policy"), available at http://minichatapp.com/privacy which explains how we use information that we collect about you. By using our Services, you agree that we may use and disclose the information we collect about you as stated in the Privacy Policy. Without limiting the foregoing, you expressly acknowledge that any Submissions (defined below) or other information you submit to the Services may be viewable by all other users of the Services and any third party.

Submissions:

You are responsible for any information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Services (each a "Submission") and through the Services available in connection with the Services. We reserve the right to retain your Submissions, even after they have expired from view within the App or even after you have deleted them. However, you agree that we have no obligation to retain any Submission for any period of time, nor shall we be responsible or liable to you or any third party for any lost content or losses related to the expiration or deletion of a Submission.

You may not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

You retain all ownership rights in your User Content. However, unless otherwise explicitly stated herein or in MiniChat Privacy Policy, you agree that any Submission provided by you in connection with the Services is provided on a non-proprietary and non-confidential basis. You hereby grant to MiniChat a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through the Services. When you provide Submissions you agree that those Submissions shall not be in violation of the "Unauthorized Activities" paragraph below. Those prohibitions do not require MiniChat to monitor, police or remove any Submissions or other information submitted by you or any other user.

Unauthorized Activities:

When using the Services and/or the services, you agree not to:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Use racially or ethnically offensive language.

Discuss or incite illegal activity.

Post anything that exploits children or minors (including pornography that depicts minors) or that depicts cruelty to animals.

Post any copyrighted or trademarked materials without the express permission from the owner.

Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

Use any robot, spider, scraper or other automated means to access the Services.

Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

Alter the opinions or comments posted by others on the Services.

Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. MiniChat reserves the right to (a) terminate access to your account, your ability to post to the Services (or use the Services) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that MiniChat determines is inappropriate or disruptive to the Services or to any other user of the Services. MiniChat may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at MiniChat's discretion, MiniChat will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Services or on the Internet.

Unauthorized use of any Materials or Third-Party Content contained in the Services may violate certain laws and regulations. You agree to indemnify and hold MiniChat and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) MiniChat or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of the Services or the use of the Services by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

The Mobile Application software that is provided to you through the Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

Feedback:

You agree that any feedback, suggestions, ideas, or other information or materials regarding MiniChat or the Services that you provide, whether by email or otherwise ("Feedback"), are non-confidential and shall become the sole property of MiniChat. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledging or compensating you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). We like hearing from users, but please do not share your ideas with us if you expect to be paid or want to continue to own or claim rights in them.

Intellectual Property Infringement:

MiniChat respects the intellectual property rights of others, and we ask you to do the same. MiniChat may, in appropriate circumstances and at our discretion, terminate service and/or access to the Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide MiniChat's designated agent the following information:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Services, and information reasonably sufficient to permit MiniChat to locate the material.

Information reasonably sufficient to permit MiniChat to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Disputes

1) Indemnification

By agreeing to these Terms you agree to indemnify, defend, and hold harmless MiniChat, our managing members, shareholders, employees, affiliates, licensors, and suppliers (the "MiniChat Parties") from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys' fees) due to, arising out of, or relating in any way to (a) your access to or use of the Services; (b) any User Content you post, upload, use, distribute, store, or otherwise transmit through the Services; (c) your violation of these Terms; (d) your violation of the rights of another, including without limitation, any intellectual property right, publicity, confidentiality, privacy, or propriety right; or (e) your violation of any statutes, codes, ordinances, laws, rules, regulations, including without limitation, all regulatory, administrative, and legislative authorities.

2) Limitation of Liability

Except where prohibited by law, in no event will MiniChat or the MiniChat Parties be liable for any indirect, special, punitive, incidental, exemplary, or consequential damages that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services or any materials available therein; or (c) the conduct of other users of the Services, even if MiniChat has been advised of the possibility of such damages. You assume total responsibility for your use of the Services. Your only remedy against MiniChat for dissatisfaction with the Services or any content is to stop using the Services. If, notwithstanding these Terms, MiniChat is found liable to you for any damage or loss that arises out of or is in any way connected with your use of the Services or any content, MiniChat's liability shall in no event exceed $1.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

3) Arbitration Agreement; Class Waiver; Waiver of Trial by Jury.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH MiniChat, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by MiniChat that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms set forth below (the "Arbitration Agreement"), except that you and MiniChat are not required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This Arbitration Agreement applies to you and MiniChat, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms ("Arbitration Rules"). The AAA Consumer Arbitration Rules governing the arbitration are available online at http://adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Additional Rules for Non-appearance Based Arbitration. If non-appearance arbitration is elected as provided above, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and MiniChat, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and MiniChat.

Waiver of Jury Trial. YOU AND MiniChat HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and MiniChat in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND MiniChat WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in the event that this subparagraph is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes shall be resolved in a court located in Edison, New Jersey.

Confidentiality. No part of the procedures shall be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order or unless required by law. Notwithstanding the foregoing, no party shall be prevented from submitting to a court of law any information necessary to enforce this Arbitration Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Small Claims Court. Notwithstanding the foregoing, either you or MiniChat may bring an individual action in small claims court.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Edison, New Jersey, for such purpose.

Survival. This Arbitration Agreement will survive the termination of your relationship with MiniChat.

4) Forum and Venue.

A lawsuit, if any, by you or MiniChat against the other will occur in state or federal court in MIddlesex County, New Jersey. You and MiniChat agree that the jurisdiction and venue of these courts is exclusive.

Applicable Law

Any dispute between you and MiniChat will be governed by these Terms and the laws of the State of New Jersey and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Note to International Users

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which are governed by U.S. law, you are transferring your personal information to the United States and you consent to that transfer.

General

MiniChat prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by MiniChat, may result in immediate termination of your access to the Services without prior notice to you. The Federal Arbitration Act, New Jersey state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Services will be heard in the courts located in Middlesex County in the State of New Jersey. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. MiniChat's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and MiniChat and supersede all prior or contemporaneous negotiations, discussions or agreements between you and MiniChat about the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact Us

If you have any questions about these Terms or otherwise need to contact MiniChat for any reason, you can reach us at minichatapp.com/contact.